HALIFAX, NS, Sept. 3, 2024 /CNW/ - (TSXV: NXLV) – NexLiving Communities Inc. ("NexLiving" or the "Company") is pleased to announce the closing of the previously announced acquisition (the "Transaction") by NexLiving of a portfolio of multi-family assets in eastern Ontario and Québec, consisting of 16 properties and 991 units, having an appraised value of $224million as of October 2023 (the "Acquisition Portfolio"), from 8985979 Canada Inc. ("898") and Devcore Group Inc. ("Devcore" and collectively with 898, the "Sellers") in exchange for share consideration and the assumption of existing mortgages, pursuant to the purchase agreement dated January21, 2024 (the "Purchase Agreement"). The Transaction was approved by the shareholders of the Company on April3, 2024.
NexLiving Communities Inc. logo (CNW Group/NexLiving Communities Inc.)
Stavro Stathonikos, President & CEO commented: "We are pleased to officially close this transformational transaction, marking a significant milestone for NexLiving. This acquisition nearly doubles our portfolio and positions us to further enhance free cash flow and strengthen our balance sheet. With Devcore as our long-term partner, we are confident in the strength of our combined team to lead in Canada's high-growth secondary markets."
Jeffrey York, Co-owner of the Sellers and former co-CEO at Farm Boy Inc. has been appointed as Chairman of NexLiving's board of directors (the "Board") and Rick Turner will serve as Vice Chairman of the Board. As a result of the Transaction, 898 (controlled by Jeffrey York and Jean-Pierre Poulin) is now a Control Person of NexLiving (as defined in the policies of the TSX-V).
Description of the Transaction
As consideration for the Acquisition Portfolio, NexLiving issued 16,333,682 common shares (the "Consideration Shares") to the Sellers valued at approximately $31.4 million based on the closing price of the shares of the Company on January19, 2024 and has directly or indirectly assumed approximately $164.5 million of mortgage principal, in addition to certain cash adjustments under the Purchase Agreement.
Jeff York and Jean-Pierre Poulin, the principals of Devcore and their related entities, have entered into a standstill and investor rights agreement with NexLiving, pursuant to which they are entitled, among other things, to nominate up to three members of the Board on closing, ongoing nomination and committee membership rights, and consent rights in connection with certain material transactions and changes to Board committees depending on their ownership interest in NexLiving. Pursuant to the standstill and investor rights agreement, Jeff York and Jean-Pierre Poulin have agreed to a three-year standstill, subject to certain exceptions, pursuant to which they will, directly or indirectly, be restricted from acquiring NexLiving shares, among other things. They have also entered into a two-year lock-up, subject to certain exceptions, pursuant to which they are, directly and indirectly, restricted from transferring, selling or otherwise disposing of their NexLiving shares.
NexLiving will continue to be managed by the current NexLiving management team and the Board will consist of Jeff York (Chairman), Rick Turner (Vice Chairman), Stavro Stathonikos (CEO), Michael Anaka, Bill Hennessey, Jean-Pierre Poulin and Francis Pomerleau. We extend our sincere thanks to Dr. Brian Ramjattan, David Pappin, Drew Koivu, and Andrea Morwick, who have stepped down from the Board. Their dedication and service to NexLiving since its inception have been invaluable, and we are grateful for their contributions. Each member of the new Board and NexLiving's senior management have entered into to a lock-up on substantially similar terms as Jeff York and Jean-Pierre Poulin under their standstill and investor rights agreement.
Further information about the Transaction is set forth in the Company's press release dated January22, 2024, February21, 2024, April3, 2024, April23, 2024 and June27, 2024, and the definitive transaction documentation, copies of which are available under the Company's profile on SEDAR+. The foregoing summary is qualified in its entirety by reference to such definitive documentation.
About NexLiving
NexLiving continues to execute on its plan to acquire recently built or refurbished, highly leased multi-residential properties in bedroom communities across Canada. NexLiving aims to deliver exceptional living experiences to our residents and provide comfortable, affordable housing solutions that cater to a wide range of demographics. The properties offer a range of modern and updated suites, with a variety of amenities and features that allow residents to experience a hassle-free and maintenance-free lifestyle. NexLiving is committed to investing in its properties to ensure that they are modern and up to date. For its recently acquired properties in Ontario, the Company has undertaken a targeted value-add capital program to modernize and reposition the large existing suites. The Company currently owns 2,030 units in New Brunswick, Ontario and Quebec. NexLiving has also developed a robust pipeline of qualified properties for potential acquisition. By screening the properties identified to match the criteria set out by the Company (proximity to healthcare, amenities, services and recreation), management has assembled a significant pipeline of potential acquisitions for consideration by the Board.
For more information about NexLiving, please refer to our website at www.nexliving.ca and our public disclosure at www.sedarplus.ca.
Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable Canadian securities laws ("forward-looking statements"). All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "projects", "estimates", "forecasts", "intends", "continues", "anticipates", "does not anticipate" or "believes", or variations (including negative variations) of such words and phrases. Forward-looking statements may also state that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements contained in this news release include, but are not limited to, statements regarding the closing of the Transaction and the composition of management of NexLiving. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These forward-looking statements reflect the current expectations of the Company's management regarding future events and operating performance, but involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Actual events could differ materially from those projected herein and depend on a number of factors. These risks and uncertainties are more fully described in NexLiving's regulatory filings, which can be obtained on SEDAR+ at www.sedarplus.ca under NexLiving's profile, as well as under the "Risk Factors" section of the Company's MD&A released on August 15, 2024. Although forward-looking statements contained in this news release are based upon what management believes are reasonable assumptions, there can be no assurance that the Company's actual results will be consistent with these forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this news release. The forward-looking statements in this new release speak only as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.
